MARCUS STEPHEN H 4/A

What Happened Stephen H. Marcus, reported as a 10% owner of Marcus Corp (MCS) at the time of the original filing, disposed of 8,329 derivative securities on October 8, 2025 by gift. The reported disposition price is $0.00 (no cash received). The securities are noted as convertible into common stock on a 1-for-1 basis, immediately exercisable, and with no expiration date; the holding vehicle is the Stephen H. Marcus 1990 Revocable Trust.

Key Details

• Transaction type: Gift (code G) — 8,329 derivative shares disposed on 2025-10-08 at $0.00.
• Conversion: Footnote F1 — each derivative security converts to one common share at no cost; F2 — immediately exercisable; F3 — no expiration.
• Holder: By the Stephen H. Marcus 1990 Revocable Trust (F5).
• Amendment purpose: This is an amended Form 4 revising reporting of Marcus family ownership tied to estate planning; no change to the family’s collective ownership is claimed (F4).
• Prior reporting note: Original Form 4 listed 4,399,350 shares as indirectly held through Matinee Fifteen Holdings, LLC and Matinee Fifteen Holdings 2 LLC; the reporting person previously disclaimed beneficial ownership of those shares.
• Reporting status: The amendment states that, effective as of this Form 4, the reporting person ceases to be a 10% owner and is no longer subject to Section 16. The amendment indicates no new transactions are being reported beyond the original item.

Context

• A gift is a non-market transaction and does not necessarily signal the insider’s view of the company’s prospects.
• Because these were derivative securities convertible 1-for-1 and immediately exercisable, the recipient (or trust) can convert them into common shares without additional cost.
• The amendment mainly corrects/clarifies family ownership reporting related to estate planning rather than reporting a new trading decision.